Exhibit 8.2
SHARE PURCHASE AGREEMENT
THIS AGREEMENT dated for reference 29 October 1998
BETWEEN:
MUSHROOM INNOVATIONS INC., a British Columbia company with a
registered office at 800 - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the "Vendor")
AND:
CYPOST CORPORATION, a Delaware corporation with an address at ., 101
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇. (the "Purchaser")
WITNESSES THAT WHEREAS:
A. The Vendor is the registered and beneficial owner of all of the issued
and outstanding shares (the "Shares") in the capital of Communication Exchange
Management Inc. (the "Company"), a British Columbia company incorporated under
No. 524357, as described in Schedule "A"; and
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase
the Shares on the terms and conditions hereinafter set forth;
NOW THEREFORE in consideration of the premises and the mutual covenants and
agreements herein contained, and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by the parties), the
parties covenant and agree each with the others as follows:
1. WARRANTIES AND REPRESENTATIONS
1.1 The Vendor warrants and represents to the Purchaser with the intent
that the Purchaser will rely thereon in entering into this Agreement and in
concluding the purchase and sale contemplated herein, that:
(a) the Vendor is the registered and beneficial owner of the Shares and
the Vendor has no interest, legal or beneficial, direct or indirect, in any
shares of, or the assets or business of the Company other than the Shares;
(b) the Shares are validly issued and outstanding as fully paid and non-
assessable in the capital of the Company and are free and clear of all liens,
charges and encumbrances;
(c) the Vendor has the power and capacity and good and sufficient right
and authority to enter into this Agreement on the terms and conditions herein
set forth and to transfer the legal and beneficial title and ownership of the
Shares to the Purchaser; and
(d) no person, firm, corporation or entity of any kind has or will have on
or after the Closing Date (as hereinafter defined) any agreement, right or
option, consensual or arising by law, present or future, contingent, pre-emptive
or absolute, or capable of becoming an agreement, right or option:
(i) to require the Company to issue any further or other shares in
its capital or any other security or interest convertible or exchangeable into
shares in its capital or to convert or exchange any securities into or for
shares in the capital of the Company;
(ii) for the issue or allotment of any of the authorized but unissued
shares in the capital of the Company;
(iii) to require the Company to purchase, redeem or otherwise acquire
any of the issued and outstanding shares in the capital of the Company; or
(iv) to purchase or otherwise acquire any shares in the capital of
the Company.
1.2 The Purchaser warrants and represents to the Vendor with the intent
that the Vendor will rely thereon in entering into this Agreement and in
concluding the purchase and sale herein, that the Purchaser:
(a) is a company duly incorporated in Delaware and is in good standing
with respect to the filing of annual reports; and
(b) has the corporate capacity to enter into this Agreement and has taken
the necessary steps to authorize the execution thereof.
2. PURCHASE AND SALE
2.1 The purchaser agrees to purchase from the Vendor and the Vendor agrees
to sell to the Purchaser the Shares on the Closing Date.
3. PURCHASE PRICE
3.1 On the date of this agreement the market value of the Cypost shares
was $.07 per share (the "Purchase Price").
3.2 The Purchaser will pay the Vendor or its assigns the Purchase Price by
delivering, on the Closing Date:
(a) certificates in the aggregate amount of 4,180,000 Cypost shares
The Vendor hereby acknowledges and agrees that payment of the Purchase Price as
stipulated in Clause 3.2 will constitute full satisfaction of the Purchaser's
obligation to pay the Purchase Price to the Vendor.
3.4 The Vendor hereby acknowledges the following:
the Cypost shares have not been registered under the Act or the securities laws
of any state, based upon an exemption from such registration requirements
pursuant to Section 4(2) of the Securities Act of 1933, as ammended (the "Act");
the Cypost Shares are and will be "restricted securities", as said term is
defined in Rule 144 of the Rules and Regulations promulgated under the Act;
the Cypost shares may not be sold or otherwise transferred unless they have been
first registered under the Act and all applicable state securities laws, or
unless exemptions from such registration provisions are available with respect
to said resale or transfer;
the certificates for the Cypost Shares bear a legend to the effect that the
transfer of the securities represented thereby is subject to the provisions
hereof; and
stop transfer instructions will be placed with the transfer agent for the Cypost
Shares;
The Vendor is aquiring the Cypost Shares solely for the account of the
Vendor, for investment purposes only, and not with a view towards the resale or
distribution thereof;
The Vendor will not sell or otherwise transfer any of the Cypost Shares, or any
interest therein, unless and until;
(a) said Cypost Shares shall have first been registered under the Act and
all applicable state securities laws; or
(b) the Vendor shall have first delivered to the Purchaser a written
opinion of counsel (which counsel and opinion (in form and substance) shall be
reasonably satisfactory to the Purchaser), to the effect that the proposed sale
or transfer is exempt from the registration provisions of the Act and all
applicable state securities laws;
CONDITIONS
4.1 The obligation of the Purchaser to carry out the terms of this
Agreement and to complete the purchase referred to in clause 2.1 hereof is
subject to the condition that, on the Closing Date, the Vendor will have
delivered to the Purchaser, the following documents:
(a) a Directors Resolution of the Company authorizing the transfer of the
Shares to the Purchaser;
(b) share certificates representing the Shares, duly endorsed by the
Vendor for transfer to the Purchaser;
(c) new share certificates representing the Shares, issued in the name of
the Purchaser;
(d) all of the consents and approvals in writing necessary to the transfer
contemplated herein; and
(e) all other documents and instruments as the Purchaser may reasonably
require.
4.2 This is a valid and binding Agreement whether or not the foregoing
conditions are satisfied; however, the obligation of the Purchaser to complete
the purchase and sale is subject to waiver or satisfaction of these conditions
precedent. The condition set forth in clause 4.1 of this Agreement is for the
exclusive benefit of the Purchaser and may be waived by the Purchaser in writing
in whole or in part on or before the Closing Date, but save as so waived, the
completion of the purchase referred to in clause 2.1 hereof by the Purchaser
will not prejudice or affect in any way the rights of the Purchaser in respect
of the warranties and representations of the Vendor as set forth in clause 1.1
of this Agreement, and the said warranties and representations will survive the
Closing Date and the payment of the Purchase Price.
4.3 Notwithstanding anything to the contrary contained herein, the Vendor
acknowledges receipt of and will retain, as outright and non-refundable
consideration, the sum of $10.00 and in consideration therefor the Vendor
covenants and agrees not to withdraw its acceptance of the offer constituted by
this Agreement, prior to the time for removal of any subject conditions
contained herein.
5. CLOSING DATE
5.1 The Closing Date is __________________, 1998, or such other date as
the parties hereto may agree in writing.
6. NOTICE
6.1 Any notice required or permitted to be given to any of the parties to
this Agreement will be in writing and may be given by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy to the address of such party first above stated or such other
address as any party may specify by notice in writing to the other parties and
any such notice will be deemed to have been given and received by the party to
whom it was addressed, if by facsimile or other electronic communication, on
successful transmission, or, if delivered, on delivery.
7. GENERAL PROVISIONS
7.1 Time is of the essence of this Agreement.
7.2 This Agreement and the rights, duties, and obligations of any party
hereunder will not be assigned by any party hereto without the prior written
consent of the other party.
7.3 The parties will execute and deliver all such further documents and
instruments and do all acts and things as may be necessary or convenient to
carry out the full intent and meaning of and to effect the transactions
contemplated by this Agreement.
7.4 This Agreement is the whole agreement between the parties hereto in
respect of the purchase and sale contemplated hereby and there are no
warranties, representations, terms, conditions, or collateral agreements
expressed or implied, statutory or otherwise, other than expressly set forth in
this Agreement.
7.5 This Agreement will enure to the benefit of and be binding upon the
parties hereto, and their respective successors and permitted assigns.
7.6 This Agreement will be governed by and construed in accordance with
the law of British Columbia, and the parties hereby attorn to the non-exclusive
jurisdiction of the Courts of competent jurisdiction of British Columbia in any
proceeding hereunder.
IN WITNESS WHEREOF the parties have executed and delivered this Agreement this
_____ day of _______________ , 1998.
MUSHROOM INNOVATIONS INC.
Per: _________________________________
Authorized Signatory
CYPOST CORPORATION
Per: _________________________________
Authorized Signatory
SCHEDULE "A"
Class of Shares No. of Shares Certificate No.
Class "A" Common 100 2-A